Article 1. General
1.1 The provisions of these terms and conditions shall apply to all offers, quotations, agreements and deliveries of Nobilis Cosmetics, hereinafter referred to as: ?NOBCOS?, and a contracting party, hereinafter referred to as: ?Other Party? These terms and conditions shall be valid insofar as these terms and conditions have not been expressly deviated from by NOBCOS and the Other Party in writing.
1.2 Once the Other Party has purchased on these terms and conditions, it agrees that these terms and conditions also apply to follow-up orders.
1.3 The applicability of any purchasing conditions, or conditions otherwise, of the Other Party is expressly rejected.
1.4 If one of the provisions in these conditions is null and void or is nullified at any time, the other provisions will remain fully applicable. In the event of nullity or annulment of one of the provisions, NOBCOS and the Other Party will consult to formulate new provisions to replace it, as much as possible in accordance with the purpose and purport of the original provision.
1.5 If NOBCOS does not require strict compliance with these conditions at any time, NOBCOS does not thereby lose the right to require strict compliance with the provisions of these conditions at any other time.
1.6 The other party observes that purchased products are only for its own use and may therefore under no circumstances be resold or given away. The other party is also prohibited from using products for training courses offered by the other party. Training courses are provided and offered by recognised and NOBCOS-certified trainers. If in doubt about a trainer, please contact NOBCOS.
1.7 Our products have their own way of working, therefore products may not or may be difficult to combine with products of other brands. We therefore advise the other party to attend a workshop and/or a product knowledge meeting, which will be offered for a fee. The other party is not obliged to make use of this, however NOBCOS reserves the right to stop deliveries if products are used incorrectly.
Article 2. Quotations and offers
2.1 All quotations and offers of NOBCOS are entirely without obligation, unless a deadline for acceptance has been set in the quotation.
2.2 Previous offers are deemed to have been revoked after a new offer has been made, insofar as this takes place at the request of the Other Party, or is the result of a change or shortcoming not attributable to NOBCOS.
2.3 NOBCOS cannot be held to an offer or quotation which contains an obvious mistake or slip of the pen, if the Other Party could reasonably understand that there was a mistake or slip of the pen.
2.4 In the event of a change or addition to a purchase order, NOBCOS may charge the Other Party for any (additional) costs unless the change or addition is the result of circumstances that are attributable to NOBCOS.
2.5 Samples, descriptions, illustrations and publications are deemed to be an indication of the quality of the goods to be delivered. However, the goods delivered may deviate from the above-mentioned samples etc. Any deviations shall not give the Other Party the right to refuse receipt or payment of the goods, unless the deviation is so great that the Other Party cannot reasonably be expected to accept it.
2.6 If the acceptance deviates from that stated in the offer or quotation, the contract will not be established in this deviating acceptance unless NOBCOS explicitly confirms it in writing.
2.7 A composite quotation does not oblige NOBCOS to deliver part of the items included in the offer at a corresponding part of the quoted price.
2.8 Offers or quotations at any time, do not oblige the NOBCOS to offer or supply goods at this price in any future situation.
2.9 If a product is no longer in stock and/or available, NOBCOS is entitled to replace it with an equivalent and/or better product unless otherwise agreed in writing.
Article 3. Delivery and orders
3.1 Products offered by NOBCOS are only sold to registered companies in possession of a valid Chamber of Commerce and/or VAT number.
3.2 Exceptions may be made by NOBCOS in the event that the Other Party takes a follow-up programme/course or requires additional products.
3.3 Should the other party indicate to establish itself as a registered company, NOBCOS may decide to offer products, however, the rate will 15% be higher than the rate applicable to registered companies.
3.4 NOBCOS is not obliged to supply unregistered companies, and may therefore decide to stop supplying immediately.
3.5 If the Other Party has registered as a company, it must inform NOBCOS of this in order to be entitled to the normal rates applicable to registered companies.
3.6 No refunds will be made on orders/deliveries made by the other party.
3.7 NOBCOS reserves the right to replace an item out of stock with an equivalent product.
3.8 Additional conditions apply to Nailover and TipzCreations salons.
Article 4. Delivery terms, performance and modification of the agreement
4.1 Delivery will be made from NOBCOS' warehouse. At the request of the other party, the products will be sent to it. In the event of cash on delivery of products, the cash on delivery costs will always be charged; shipping costs per package will always be charged. Distributors always pay shipping costs per package. Dispatch is always at the other party's own risk.
4.2 All delivery terms stated by NOBCOS will be observed as much as possible, but these terms are not final. If a term is exceeded, the Other Party must therefore give NOBCOS written notice of default. NOBCOS must be offered a reasonable period to still perform the Agreement.
NOBCOS is under no circumstances bound by delivery deadlines, which are not met due to non-attributable shortcomings as referred to in Article 7.1 of these conditions.
4.3 If NOBCOS requires information from the Other Party for the correct execution of the Agreement, the execution period will not commence until after the Other Party has made this information available in its entirety.
4.4 NOBCOS is entitled to deliver in parts, which may be invoiced separately, unless explicitly agreed otherwise. Once delivered, the goods are at the full risk of the Other Party from the moment of delivery, including the risk of damage, destruction or deterioration by fire, water damage, theft, vandalism and the like.
4.5 Shipping and transport shall always take place at the expense and risk of the Other Party (EXW), unless expressly agreed otherwise. The Other Party must ensure that the delivery can be received at the agreed time. Additional costs, such as, but not limited to, transport costs and storage costs as a result of non-compliance with this provision by the Other Party, may be charged on to the Other Party by NOBCOS.
4.6 It is not possible to add additions to an order once it has been processed. Additions are then treated as a new order with a new order number.
4.7 Products which are out of stock will not automatically be sent back, but must be re-ordered. If a product is no longer available see 2.9
4.8 NOBCOS has the right to have certain work performed by third parties, without prior notice.
4.9 The Other Party is obliged to check the delivered goods immediately upon receipt for any visible shortages and/or damage. The Other Party must state these deficiencies and/or damages on the delivery note and the transport documents or have them stated. In addition, the Other Party must immediately, but no later than five calendar days after receipt of the delivered goods, notify NOBCOS of these shortages and/or damage, either in writing or by e-mail, failing which the Other Party will be deemed to have received the agreed delivery in good condition and completeness.
5.0 The other party is responsible for shipments. NOBCOS will handle orders with care and inform the other party carefully. Orders with valuable content and/or larger orders exceeding a specified amount will preferably be sent by NOBCOS insured. The other party reserves the right to opt for an alternative method, which will always be at the other party's risk.
Article 4 b. Returns
1. Products delivered and accepted will not be taken back by NOBCOS unless agreed in writing under exceptional exception, in which case a restocking fee of 25% will be charged at all times.
2. Return shipments are at the buyer's expense and risk. Goods that have been fully or partially used can never be returned.
Article 5. Suspension, dissolution and early termination of the agreement
5.1 NOBCOS may dissolve the contract or suspend performance if:
- The Other Party fails to comply, incompletely or on time with the obligations under the Agreement. After the conclusion of the Agreement, NOBCOS becomes aware of circumstances which give reason to believe that the Other Party will not be able to fulfil its obligations under the Agreement.
- The Counterparty was requested to provide security for the fulfilment of the obligation before or at the conclusion of the agreement, and such security has not been provided or has not been provided to a sufficient extent.
- The performance of the Agreement is delayed by circumstances attributable to the Other Party to such an extent that NOBCOS can no longer reasonably perform it in accordance with the agreed conditions.
5.2 NOBCOS is entitled to dissolve the Agreement if circumstances arise which make compliance with the Agreement impossible or as a result of which NOBCOS cannot reasonably be expected to maintain the Agreement unchanged.
5.3 If the contract is dissolved at the request of the Other Party or as a result of a cause attributable to the Other Party, NOBCOS is entitled to claim compensation from the Other Party of at least 20% of the order value of the delivery in question excluding VAT. If the actual damages are demonstrably higher, NOBCOS is entitled to claim the actual damages from the Other Party.
5.4 If a delivery is postponed at the request of the Other Party or as a result of a cause attributable to the Other Party, NOBCOS is entitled to claim from the Other Party an advance payment of 50% of the order value of the delivery in question and interest on the remaining amount from the date on which the delivery should have taken place according to the contract. The interest shall be calculated on the basis of the statutory interest rate on commercial transactions set by De Nederlandse Bank, calculated proportionally from the delivery date set in the agreement.
5.5 If the Agreement is dissolved, the claims of NOBCOS against the Other Party will be immediately due and payable.
5.6 NOBCOS is not liable for the costs incurred by the Other Party as a result of suspension or dissolution of the contract, if such dissolution takes place at the request of the Other Party, or is the result of a failure not attributable to NOBCOS.
5.7 Dissolution of the contract by the Other Party, will result in NOBCOS being entitled to compensation from the Other Party, including costs directly and indirectly resulting from dissolution.
5.8 In the event of liquidation, (an application for) a moratorium or bankruptcy, seizure - if and to the extent that the seizure has not been lifted within three months - at the expense of the Other Party, debt restructuring or any other circumstance as a result of which the Other Party can no longer dispose freely of its assets, NOBCOS will be free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any damages or compensation. The claims of NOBCOS against the Other Party will in that case be immediately due and payable.
5.9 NOBCOS reserves the right to charge the Other Party for the costs involved, such as labour time, storage and processing costs, in the event of cancellation of an agreement by the Other Party.
Article 6. Prices, payment and collection costs
6.1 All prices quoted by NOBCOS will be invoiced on the basis of the prices valid at the time of the offer. Unless expressly agreed otherwise, all prices quoted are always exclusive of sales tax (VAT), shipping costs and EXW.
6.2 If increases occur, for example as a result of increases in supplier prices, changes in the prices of raw materials, exchange rates, material costs, labour costs, government charges, freight costs and/or insurance costs, NOBCOS reserves the right to pass these price increases on to the Other Party, on the understanding that the Other Party will be entitled to cancel the contract if such increase(s) together exceed 10 % of the original order amount.
6.3 All payments must be made within 14 calendar days of the invoice date, unless otherwise agreed, in the currency indicated on the invoice, without any discount or setoff on any account whatsoever. NOBCOS reserves the right to deliver exclusively against cash payment or to require full or partial payment before delivery or completion.
6.4 All payments made by the Other Party shall always serve primarily to settle any interest and costs due and subsequently to settle due and payable invoices and current interest, starting with the oldest invoice, even if the Other Party states that the payment relates to other outstanding invoices.
6.5 If payment is not made on time, the Other Party will be in default by operation of law. From the due date the Other Party will owe NOBCOS an interest payment, calculated on the basis of the annual statutory interest rate for commercial transactions as determined by De Nederlandse Bank, calculated pro rata from the due date of the invoice.
6.6 Under no circumstances will the Other Party be entitled to set off the amounts owed to NOBCOS by it, unless NOBCOS has given its express written consent to do so.
6.7 An objection to the amount of the invoice does not suspend the Other Party's payment obligation.
6.8 From the date the client is in default, NOBCOS is entitled to outsource its claim for collection without further notice of default. All reasonable costs to obtain extrajudicial satisfaction will be for the account of the Other Party. The extrajudicial costs will be determined on the basis of the regular Dutch collection practice, as currently laid down in Rapport Voorwerk II. However, if the actual costs incurred for collection by NOBCOS were higher, the actual costs incurred will be recovered from the Other Party. Judicial costs, enforcement costs and interest on the costs incurred will also be eligible for compensation.
Article 7. Force majeure
7.1 Unforeseen circumstances of whatever nature, as well as quota or other government measures, strikes, transport strike, fire, failure of third parties, on whom NOBCOS depends for the performance of the Agreement, to fulfil their obligations towards NOBCOS in time or properly, as a result of which NOBCOS is unable to perform the Agreement in time or without disproportionately burdensome effort or costs, will constitute a non-attributable failure for NOBCOS.
7.2 If any term is likely to be exceeded or a non-attributable shortcoming occurs, NOBCOS will be obliged to consult with the Other Party as soon as reasonably possible. The Other Party will then give NOBCOS the opportunity to still perform the agreed performance (or purchase of goods) within a reasonable period of time.
7.3 The right to dissolve the agreement in the event of a non-attributable shortcoming shall not be exercised by the parties before the expiry of a period of three months after the shortcoming has arisen. In the event of non-attributable failure, neither party shall be obliged to pay damages.
Article 8. Retention of title
8.1 All unpaid goods delivered to the Other Party will remain the property of NOBCOS until all that NOBCOS has to claim from the Other Party has been paid on the basis of Article 3:92 of the Dutch Civil Code. This includes goods already paid for until all claims have been settled.
8.2 In the event that the Other Party does not or not fully comply with its payment obligations, it grants NOBCOS an irrevocable power of attorney to recover the delivered and unpaid goods at the expense of the Other Party, or to have them recovered from the location where these goods are located, even if they have in the meantime been sold on to a third party. The Other Party undertakes to provide information about the location of the goods upon first request and to grant NOBCOS or its representative unhindered access to this location to retrieve the goods. NOBCOS is obliged to keep the goods delivered under retention of title with due care and as recognisable property of NOBCOS.
8.3 The Other Party shall do everything reasonably possible to protect the property rights of NOBCOS.
8.4 The Other Party is obliged to inform NOBCOS immediately if third parties may wish to seize or have seized the goods delivered by NOBCOS and still unpaid.
8.5 The Other Party is not authorised to pledge, or otherwise encumber, items subject to retention of title.
8.6 The other party undertakes to insure the delivery under retention of title against theft and fire, water, and explosion damage.
8.7 After repossession, the Other Party will be credited for the market value, up to a maximum of 50% of the original purchase price, less the costs incurred by NOBCOS due to repossession.
Article 9. Liability
9.1 In the event of NOBCOS' attributable failure to fulfil a sale contract, the Other Party will give NOBCOS the opportunity to fulfil its obligations within a reasonable period. If NOBCOS still fulfils its obligations within a reasonable period, this will release NOBCOS from further compensation of any kind.
9.2 Liability of NOBCOS for any damages suffered by the Other Party is expressly excluded insofar as the damages consist of indirect damages, consequential damages, trading losses or damages for loss of turnover, loss of profit, damages for delay and the like. In general, the liability of NOBCOS is limited to the invoice amount of the order in question. In addition, NOBCOS' liability is limited to the manufacturer's liability or the amount paid out by the insurer.
Article 10. Guarantee, investigation and complaints, limitation period
10.1 The goods delivered by NOBCOS meet the applicable requirements and standards for normal use in The Netherlands, as they were at the time of delivery. In the event of use or sale outside the Netherlands, the Other Party is obliged to determine whether the goods meet the standards and requirements set there.
10.2 The goods supplied by NOBCOS are never subject to a warranty beyond that obtained by NOBCOS itself from those producing the goods.
10.3 Subject to the provisions of Article 3.6, complaints regarding the execution of the sale by the Other Party must be made known to NOBCOS in writing within 8 days of receipt of the relevant invoices on penalty of forfeiture of all claims in this respect, unless that period reasonably requires an extension given the nature of the complaint.
10.4 The right to warranty/claims lapses if the indicated user manual(s) have not been properly followed, the delivered goods have been inexpertly handled and/or used or the use of the delivered goods is not in accordance with statutory regulations.
10.5 Any non-visible shortcomings must be reported to NOBCOS as soon as possible, but no later than 14 days after their discovery.
10.6 An action instituted by the Other Party with regard to guarantee and/or advertising does not suspend its payment obligation.
10.7 The limitation period for complaints and guarantees is one calendar year after delivery. After expiry of this period, all costs for investigation, repair and replacement may be charged to the Other Party by NOBCOS.
10.8 If it appears that the Other Party has complained about a defective delivery correctly and in time, NOBCOS will bear the cost of repair, replacement or compensation. In the event of replacement, the Other Party will be obliged, at NOBCOS' request, to make the replaced item available to NOBCOS.
Article 11. Transfer of risk
11.1 The moment goods are brought into the Other Party's power, any risk of loss, damage or depreciation shall pass to the Other Party.
11.2 See Article 1.6 (the prohibition of reselling, offering or giving away the products purchased from us).
Article 4 (ordering and sending products)
Article 12 Applicable law and disputes
12.1 All disputes between NOBCOS and the Other Party are governed exclusively by Dutch law, even if an obligation is wholly or partly performed abroad. The applicability of the Vienna Sales Convention is excluded.
Contract language is Dutch
12.2 The court in the NOBCOS place of business has exclusive jurisdiction to take cognisance of all disputes arising from NOBCOS offers and contracts between NOBCOS and the Other Party, however named and in the broadest sense. The submission of a dispute to the court does not suspend the payment obligation(s) of the Other Party.
12.3 NOBCOS and the Other Party will not resort to the courts until after they have made every effort to settle the dispute in mutual consultation.
12.4 All possible costs, including collection, bailiff and attorney's fees, both in and out of court, incurred by NOBCOS in order to achieve compliance with the obligations of the other party, will be for the account of the other party.
B. Extrajudicial costs shall be a minimum of 15% of the principal sum claimed, with a minimum of ? 35,00. NOBCOS need not provide evidence of the amount of the costs if it claims no more than 15% of the claimed principal sum as extrajudicial costs.
C. Compensation of extrajudicial costs is due from the moment the claim is placed in the hands of the NOBCOS lawyer or bailiff, regardless of the other party's knowledge thereof.
Article 13. Indemnification
13.1 The Other Party indemnifies NOBCOS against all third party claims which are based on a cause not attributable to NOBCOS.
13.2 If in such a situation NOBCOS is approached by a third party, the Other Party undertakes to assist NOBCOS both in and out of court. If the Other Party fails to do so, NOBCOS will be authorised to take measures at the expense and risk of the Other Party.
Article 14. Confidential Information , Discretion
14.1 NOBCOS expects 100% discretion from the Other Party.
14.2 Expressions about products, training etc. , are strictly prohibited.
14.3 If you wish to use multimedia (e.g. placing a photo/film online), this is only permitted under your own name or company. If you wish to use image material or trademarks used by NOBCOS, Nailover and TipzCreations, you must request written permission from NOBCOS. You are required to mention the source at all times. (see article 15)
14.1 Both parties are obliged to treat all information obtained from the other party as confidential.
14.2 The other party shall take all measures to prevent the disclosure of the confidential information. Each party will provide the information covered by the obligation of confidentiality to the entitled party within 10 days after termination of the agreement to the extent possible. The obligation of confidentiality remains even after the termination of the agreement.
14.3 NOBCOS respects the privacy of all users of its site and ensures that the personal information you provide to us is treated confidentially. This privacy policy applies to NOBCOS services. You should be aware that NOBCOS is not responsible for the privacy policies of other sites, hosting providers and sources. By using this website, you indicate your acceptance of the privacy policy.
14.4 In your created account with NOBCOS, we store the data provided by the Other Party in different data files,so that you do not have to fill them in with every new order.
14.5 Personal data you provide will not be disclosed to third parties unless we are required to do so by law.
14.6 To keep our webshop customer database accurate/up to date we reserve the right to unsubscribe you. Should you wish to use our services/products again at a later stage, you will have to register all over again.
14.7 The other party may request NOBCOS to remove all personal data. NOBCOS will respect and implement the other party's request to the extent possible. Personal Data will not be kept by NOBCOS longer than necessary and/or required by law.
15. Intellectual property rights
15.1. The other party is prohibited from copying or otherwise multiplying logos, images and (parts of) manuals, brochures, folders or newsletters without prior written NOBCOS permission. Nor is the other party permitted to reproduce product names and names used in the NOBCOS product lines.
15.2 The other party shall not combine or mix logos and/or images of various brands, but shall display the logo of the brand of the product at all times.
15.3. References from sources other than the other party's should be accompanied by a source statement.
Article 16. Other
16.1 All agreements between NOBCOS and the Other Party will be made in writing. No exceptions will be made to this. Consequently NOBCOS cannot be held by the Other Party to agreements which cannot be demonstrated.
16.2 Agreements not made by registered letter but by e-mail must be read and approved. The Other Party must ascertain that NOBCOS has received notice and has approved it.
16.3 Points not covered by the agreement will be decided by NOBCOS.